Criteo (CRTO) CFO receives 83,502-share equity grant with vesting terms

Rhea-AI Filing Summary

Criteo S.A. reported that Chief Financial Officer Sarah JS Glickman received a grant of 83,502 Ordinary Shares as equity compensation. The grant price was $0.00 per share. After this award, she directly holds 434,344 Ordinary Shares.

The shares vest over time: initially 25% on the one-year anniversary of the grant and the remainder quarterly over the following 36 months. If the company’s conversion into a Luxembourg company is not completed before the first anniversary, 50% instead vests on the two-year anniversary, with the balance vesting quarterly over the following two years.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Glickman Sarah JS

(Last) (First) (Middle)

C/O CRITEO LEGAL DEPT.

387 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Criteo S.A. [ CRTO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares(1)	03/13/2026		A		83,502(2)	A	$0	434,344(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.

2. The shares are subject to time-based vesting as follows: 25% of the shares will vest on the one (1) year anniversary of the grant date, and the remainder of the shares will vest in equal portions at the end of each quarter over the subsequent thirty-six (36) month period. Notwithstanding the foregoing, if the conversion of the Company into a Luxembourg company is not completed before the first anniversary of the grant date, then the shares will be subject to time based vesting as follows: 50% of the shares will vest on the two (2) year anniversary of the grant date and the remainder of the shares will vest in equal portions at the end of each quarter during the two-year period thereafter.

3. For more information about the equity of the Issuer held by the Reporting Person, please see the Issuer's most recent definitive proxy statement filed with the Securities and Exchange Commission.

Remarks:

	/s/ Ryan Damon, as attorney-in-fact for Sarah Glickman	03/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Criteo (CRTO) report in this Form 4?

Criteo reported that its Chief Financial Officer, Sarah JS Glickman, received a grant of 83,502 Ordinary Shares as equity compensation, with a reported grant price of $0.00 per share and a detailed time-based vesting schedule.

How many Criteo (CRTO) shares were granted to the CFO and at what price?

The CFO received 83,502 Ordinary Shares in this transaction. The filing lists a transaction price of $0.0000 per share, indicating a compensation grant rather than an open-market purchase for cash consideration.

What is the vesting schedule for the 83,502 Criteo (CRTO) shares granted?

Under the primary schedule, 25% of the shares vest on the one-year anniversary of the grant, with the remaining shares vesting in equal portions at the end of each quarter over the following 36 months, making the award fully time-based.

How does the potential conversion to a Luxembourg company affect vesting?

If conversion into a Luxembourg company is not completed before the first anniversary of the grant, 50% of the shares vest on the two-year anniversary, and the remaining shares vest quarterly over the subsequent two-year period, altering the original vesting timing.

What are Sarah JS Glickman’s Criteo (CRTO) holdings after this grant?

After the reported equity grant, Sarah JS Glickman directly holds a total of 434,344 Ordinary Shares of Criteo, according to the filing’s post-transaction ownership figure for her non-derivative share position.

Can Criteo’s Ordinary Shares be held as American Depositary Shares (ADS)?

Yes. The filing states that Criteo’s Ordinary Shares may be represented by American Depositary Shares, with each American Depositary Share currently representing one Ordinary Share on a one-to-one basis.

Was this Criteo (CRTO) Form 4 an open-market buy or a share grant?

This filing reports a grant or award acquisition, not an open-market buy. The transaction code is “A” for grant or award, and the price per share is listed as $0.0000, consistent with a compensation-related equity grant.